Also known as: § 7 · Sec. 7 · NLRA §7
Written by attorneys — see sources below.
4 senses
A statutory mechanism permitting designation of property as the individual property of one spouse. Designation occurs through a decree, marital property agreement, written consent, or reclassification under related provisions.
A statutory mechanism permitting designation of property as the individual property of one spouse. Designation occurs through a decree, marital property agreement, written consent, or reclassification under related provisions.
A rule requiring a corporation to hold an annual meeting of shareholders at a time fixed in the bylaws for the election of directors unless directors are elected by written consent instead.
A rule allowing perfection of a security interest in specified collateral by obtaining and retaining control of the collateral under designated sections.
A prohibition on any acquisition of stock or assets where the effect may be substantially to lessen competition or to tend to create a monopoly in any line of commerce.
A rule requiring a corporation to hold an annual meeting of shareholders at a time fixed in the bylaws for the election of directors unless directors are elected by written consent instead.
A rule allowing perfection of a security interest in specified collateral by obtaining and retaining control of the collateral under designated sections.
A prohibition on any acquisition of stock or assets where the effect may be substantially to lessen competition or to tend to create a monopoly in any line of commerce.
Each sense below has its own examples, sources, and questions.
Sean Steele inherited a parcel of land before marriage. After marriage he and his spouse execute a written marital property agreement that reclassifies the parcel under the governing statute. The land is thereafter treated as Sean's individual property for all purposes under the act.
1 common questions
Section 7(b) permits reclassification of property as individual property of a spouse by decree, marital property agreement, or written consent. This designation removes the property from the marital estate for purposes of the act.
Supporting sources
Synergy Systems' bylaws fix the annual shareholders meeting for the second Tuesday in April. The board fails to call a meeting on that date. Directors are not elected by written consent, so the corporation must still convene the meeting to elect directors as required.
Sterling Dynamics' board determines that the annual shareholders meeting will be held solely by remote communication. The meeting proceeds under the statute's authorization for remote participation without physical assembly.
1 common questions
Directors must still be elected, either at a later meeting or by written consent under the permitted exception.
Supporting sources
Summit Bank obtains a security interest in Sterling Manufacturing's deposit account. The bank obtains control of the account under the required section and thereby perfects its security interest in the deposit account.
Sydney Santos grants a security interest in electronic money to a lender. The lender obtains control and perfects the interest. When the lender later relinquishes control, the security interest ceases to be perfected by control.
1 common questions
A security interest in controllable accounts, deposit accounts, electronic documents, and similar collateral is perfected when the secured party obtains control under the listed sections and remains perfected only while control is retained.
Supporting sources
Brown Shoe acquires Kinney and the combined firm would control a significant share of retail shoe outlets in multiple cities. The government sues, alleging the acquisition may substantially lessen competition in the relevant markets.
In November 1955 the United States filed a civil action in the United States District Court for the Eastern District of Missouri against Brown Shoe Company, Inc., and the G. R. Kinney Company, Inc., alleging that a proposed merger between the two companies through an exchange of stock would violate section 7 of the Clayton Act. A motion for a preliminary injunction was denied, and the companies were permitted to merge on May 1, 1956, on the condition that their businesses be operated separately and their assets kept separately identifiable. Brown was the third largest seller of shoes by dollar volume in the United States, a leading manufacturer of men's, women's, and children's shoes, and a retailer with over 1,230 owned, operated, or controlled retail outlets. Kinney was the eighth largest company by dollar volume among those primarily engaged in selling shoes, itself a manufacturer, and a retailer with over 350 retail outlets. The District Court found that the lines of commerce were men's, women's, and children's shoes separately and that the geographic markets for retailing were cities of 10,000 or more population and their immediate surrounding areas in which both a Kinney store and a Brown store were located. The court rejected the claim that the merger would substantially lessen competition in manufacturing for the national wholesale market but found that the merger would substantially lessen competition by foreclosing other manufacturers from Kinney's retail outlets and by lessening competition in retail sales in the specified cities. The shoe industry exhibited a trend toward vertical integration in which large manufacturers acquired retail outlets between 1945 and 1956, and the number of independent manufacturers declined from 1,077 in 1947 to 970 in 1954. Brown had acquired several retail operations including Wohl Shoe Company in 1951 and Regal Shoe Corporation in 1954, after which the acquired companies increased their purchases of Brown shoes. Kinney operated over 400 family-style shoe stores in more than 270 cities and four manufacturing plants whose output was 0.5 percent of national production in 1955. The District Court ordered Brown to divest itself completely of all interests in Kinney, to operate Kinney as an independent concern pending divestiture, and to file a plan for carrying out the divestiture within 90 days while retaining jurisdiction to supervise implementation. Brown filed a notice of appeal in the District Court and a jurisdictional statement in the Supreme Court, which noted probable jurisdiction after the Government moved for summary affirmance.
View case1 common questions
Section 7 prohibits acquisitions where the effect may be substantially to lessen competition or tend to create a monopoly. Courts examine the merger's actual and likely effects on competition in a properly defined market rather than applying fixed numerical thresholds.
Supporting sources
…of § 7, commercial banking is a line of commerce; the appellees do not contest this ruling. II. THE APPLICABILITY OF SECTION 7 OF THE CLAYTON ACT TO BANK MERGERS. A. The Original Section and the 1950 Amendment. By its terms, the present § 7 reaches acquisitions of corporate stock or share capital by any…